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Bank Consolidation and Merger Activities Following Crisis
Bank Consolidation and Merger Activities Following Crisis
Bank Consolidation and Merger Activities Following Crisis
T
he number of U.S. banks has trended lower over the past 30
years, dropping from about 14,500 in the mid-1980s to 5,600
today. The number of banks declined for many reasons, such
as failures during periods of crisis, consolidation spurred by the relax-
ation of state branching and national interstate banking restrictions,
and voluntary mergers between unaffiliated banks. Since the end of the
2007-09 recession, voluntary mergers have been the primary reason for
the decline.
Banks merge for a number of business-related reasons. Mergers
allow banks to achieve economies of scale, enhance revenues and cut
costs through operational efficiencies, and diversify by expanding busi-
ness lines or geographic reach. Bank mergers can result in more efficient
banks and a sounder banking system and thus benefit the economy, as
long as banking markets remain competitive and communities’ access
to banking services and credit is not diminished.
This article analyzes the financial characteristics of banks with as-
sets of $1 billion or less that were acquired by an unaffiliated bank in a
voluntary merger from 2011 to 2014. The analysis finds these mergers
are consistent with the goals of greater economies of scale and improved
Michal Kowalik is a financial economist at the Federal Reserve Bank of Boston. Troy
Davig is senior vice president and director of research, Charles S. Morris is a vice
president and economist, and Kristen Regehr is an assistant economist at the Federal
Reserve Bank of Kansas City. This article is on the bank’s website at www.Kansas
CityFed.org.
31
32 FEDERAL RESERVE BANK OF KANSAS CITY
efficiency. Acquired banks are generally smaller, less profitable, less ef-
ficient, and in weaker condition than their non-acquired peers. Section
I reviews the reasons for bank mergers. Section II describes the data.
Section III provides a qualitative assessment of acquired-bank charac-
teristics. Section IV analyzes the mergers to determine the relative im-
portance and significance of an acquired bank’s characteristics.
Chart 1
Change in the Number of Community Banks since 2008
6,000 250
4,800 200
3,600 150
2,400 100
1,200 50
deposits provides the acquirer with a stable source of funds for expand-
ing lending. Cyree finds that acquirers are willing to pay a larger pre-
mium over book value for a bank with a higher ratio of core deposits
to assets, supporting the idea that banks with high deposit shares are
attractive targets. Acquiring a bank in the same market or with similar
products may allow the acquirer to capitalize on some particular exper-
tise and thereby increase its business with modest expense.5 Acquiring a
bank may also provide the acquirer with a broader client base to which
they can cross-sell additional products and banking services. An acqui-
sition can also boost the merged entity’s revenue by increasing market
share in a given location or business line. Finally, acquiring a bank can
boost revenue growth if the acquired bank is in a market with strong
economic activity.
In addition to potentially increasing revenue, acquiring a bank
can also generate substantial efficiency gains, especially if the acquired
bank is inefficient or has ineffective management. For example, an ac-
quisition can allow banks to spread their costs over a larger asset base,
reduce staff, and eliminate branches. Mergers can be especially ben-
eficial to banks with similar business or geographical profiles as fewer
34 FEDERAL RESERVE BANK OF KANSAS CITY
Table 1
Community Banks—Acquired and Non-Acquired
Year Acquired banks Non-acquired banks Total
2011 73 5,881 5,954
2012 116 5,598 5,714
2013 134 5,368 5,502
2014 162 5,117 5,279
Chart 2
Median Total Assets
Dollars, in millions Dollars, in millions
160 160
140 140
120 120
100 100
80 80
60 60
40 40
20 20
Chart 3
Profitability Measures
Panel A: Median return on assets Panel B: Median net interest income
Percentage of average assets Percentage of average assets Percentage of average assets Percentage of average assets
1.0 1.0 3.7 3.7
0.8 0.8 3.6 3.6
2011 2011
0.6 0.6 2012 3.5 3.5 2012
Percentage of average assets Percentage of average assets Percentage of average assets Percentage of average assets
0.65 0.65 3.5 3.5
84 84 2011
2012
80 80
2013
76 76 2014
Non-
72 72 acquired
68 68
2008 2009 2010 2011 2012 2013
Differences in condition
In addition to being less profitable and less efficient, acquired com-
munity banks also tended to be in weaker condition than non-acquired
38 FEDERAL RESERVE BANK OF KANSAS CITY
banks over the sample period. Acquired banks had relatively less capi-
tal, more problem assets, and lower regulatory ratings. Their weaker
condition is consistent with their lower profitability and efficiency,
since factors such as problem loans reduce interest income and lead to
higher costs as banks work them out.
A bank’s condition can be measured in many ways, but capital tends
to be the first measure analysts examine. In many cases, losses resulting
from the crisis left banks with less capital available to cover unexpected
losses, making it more difficult for these banks to make new loans.
Panel A of Chart 4 shows that at the time of their acquisition, acquired
banks were generally less well-capitalized than non-acquired banks,
based on the ratio of tangible common equity to tangible assets. The
pattern is less pronounced or absent for banks acquired in 2012 and
2013, consistent with a gradual healing of the industry: the first banks
to fail or be acquired were in the worst condition, and the remaining
banks generally increased their capital ratios after the recession.
Two other common measures of a bank’s condition are the quality
of its asset portfolio, as measured by the share of noncurrent loans to
net loans (Chart 4, Panel B), and the share of other real estate owned
(OREO) to total assets (Chart 4, Panel C). Noncurrent loans are loans
more than 90 days overdue or not accruing interest. The share of non-
current loans thus provides a good measure of a loan portfolio’s risk of
default. High levels of OREO reflect past lending that ended in the
borrower defaulting and the bank taking possession of the real estate
used to collateralize the loan. As Panels B and C of Chart 4 show, both
of these metrics increased for all banks during and after the crisis. The
rise in these measures for acquired banks relative to non-acquired banks
was substantial, suggesting that acquired banks invested in relatively
riskier loans prior to the crisis.
A final measure of a bank’s condition is the confidential supervisory
risk rating (CAMELS) that the state and federal supervisory agencies
use to summarize a bank’s condition after an examination. The CAM-
ELS rating is an aggregate measure on a scale of 1 (best) to 5 (worst),
based on capital adequacy (C), asset quality (A), management qual-
ity (M), earnings (E), liquidity (L), and sensitivity to market risk (S).
Chart 4, Panel D shows the mean ratings for acquired banks have been
substantially worse than the industry average since the crisis, with the
gap for 2014 mergers even wider than in 2008.8
ECONOMIC REVIEW • FIRST QUARTER 2015 39
Chart 4
Condition Measures
Panel A: Median tangible common equity Panel B: Median noncurrent loans
Percentage of tangible assets Percentage of tangible assets Percentage of net loans Percentage of net loans
10.5 10.5 3.0 3.0
Panel C: Median other real estate owned Panel D: Mean CAMELS composite
Percentage of total assets Percentage of total assets Composite Composite
3.5 3.5
0.8 0.8
0.7 0.7
3.0 3.0
0.6 0.6
0.5 0.5 2.5 2.5
0.4 0.4
0.3 0.3 2.0 2.0
0.2 0.2
1.5 1.5
0.1 0.1
0.0 0.0 1.0 1.0
2008 2009 2010 2011 2012 2013 2008 2009 2010 2011 2012 2013
2011 2013 Non- 2011 2013 Non-
2012 acquired 2012 acquired
2014 2014
Notes: Medians/means are as of year-end. In Panel A, tangible common equity is total equity less perpetual pre-
ferred stock, goodwill, and other intangible assets. Tangible assets are total assets less goodwill and other intangible
assets. In Panel B, noncurrent loans is the sum of loans 90 or more days past due and nonaccrual loans. See Ap-
pendix for a data description.
Source: Reports of Condition and Income.
Chart 5
Balance Sheet Measures
Panel A: Median net loans Panel B: Median cash
Percentage of total assets Percentage of total assets Percentage of total assets Percentage of total assets
75 75 16 16
14 14
70 70
12 12
65 65 10 10
60 60 8 8
6 6
55 55
4 4
50 50 2 2
2008 2009 2010 2011 2012 2013 2008 2009 2010 2011 2012 2013
2011 2013 2011 2013
Non-acquired Non-acquired
2012 2014 2012 2014
2011 2013
Non-acquired
2012 2014
acquisition. These results suggest that acquiring banks may have tar-
geted banks that would provide quick increases in loans and access to
cash and deposits to support future loan growth. Cyree finds that ac-
quirers are willing to pay a larger premium over book value for a bank
with higher deposits to assets, supporting the idea that banks with high
deposit shares are attractive targets.9 These motives are perhaps unsur-
prising given the lack of lending opportunities and loan demand during
much of the recovery from the financial crisis.
ECONOMIC REVIEW • FIRST QUARTER 2015 41
Figure 1
Classification Tree for Bank Mergers in 2014
Initial sample
Non-acquired 552 123 Acquired
(82%) (18%)
380 46 122 77
(89%) (11%) (69%) (31%)
377 42 3 4
(90%) (10%) (43%) (57%)
1,000 different trees. For each year of the sample, ROA and efficiency
are identified as the most important variables in distinguishing acquired
from non-acquired banks, suggesting that relatively unprofitable and
inefficient banks are the most likely to be acquired. The average cutoff
values for ROA are 10, 51, 49, and 46 basis points for banks acquired
in 2011, 2012, 2013, and 2014, respectively. The corresponding cutoffs
for efficiency ratios are 90, 95, 86, and 85. As an example of how these
results are interpreted, in 2014, banks with ROA less than 46 basis
points were more likely to be acquired, while banks with ROA equal to
or greater than 46 basis points were more likely to be acquired if their
efficiency ratio was equal to or greater than 85.
To understand the statistical and economic significance of the most
important variables identified by the classification tree analysis, ROA
and the efficiency ratio are used as independent variables in a probit re-
gression.11 The dependent variable indicates whether a bank is acquired.
Table 2 shows the results for each cohort using observations for all com-
munity banks. The coefficient on ROA is significant at the 5-percent
level for every year in the sample. The negative coefficient indicates that
as ROA increases, the probability of being acquired declines. The coef-
ficient on the efficiency ratio is positive as expected in every year except
2014, but it is not significant in explaining whether a bank is acquired
in any year. The insignificance of the efficiency ratio may reflect that it is
important for only a small number of acquisitions when simultaneously
accounting for the effect of ROA, which was shown to be the dominant
variable in the classification tree analysis.
To get a sense of the importance ROA has for a bank’s probability of
being acquired, Chart 6 shows how the estimated probabilities vary by
cohort.12 For banks with a high level of losses—for example, an ROA of
-500 basis points—the probability of being acquired in 2014 was 0.48,
substantially higher than the 0.07 probability in 2012 for a bank with
the same ROA. As ROA increases and turns positive, however, the prob-
ability of being acquired falls to near zero regardless of the year.
The probability of a bank with a negative ROA being acquired is
generally economically significant. For example, the estimated prob-
abilities of being acquired in 2014 for banks with ROAs less than 100
basis points are significantly greater than the 0.03 probability of being
acquired calculated from the raw data sample.
44 FEDERAL RESERVE BANK OF KANSAS CITY
Table 2
Probit Regression of Acquired Banks
Year ROA Efficiency Number of observations
2011 -0.14** 0.0004 5,954
(0.026) (0.001)
2012 -0.12** 0.0006 5,714
(0.035) (0.001)
2013 -0.23** 0.0003 5,502
(0.040) (0.009)
2014 -0.32** -0.0003 5,279
(0.047) (0.001)
Chart 6
Probability of Being Acquired Due to Changes in ROA by Cohort
0.6 Probability of being acquired
2014
0.5
0.4
0.3
2013
0.2
0.1
2012
-6 -4 -2 0 2 4 6
ROA
Notes: Probabilities derived from the probit regression results in Table 2. In calculating the probabilities, the
coefficient on efficiency is set to zero because it is insignificant.
ECONOMIC REVIEW • FIRST QUARTER 2015 45
These results suggest that for a given ROA, the probability of be-
ing acquired increases as the effects of the financial crisis and recession
recede. Improving economic and banking conditions have generally
made banks stronger and more optimistic about the future of the econ-
omy. As a result, banks are looking for opportunities to grow and pos-
sibly expand into new markets and activities, which may explain why the
number of mergers has increased.
V. Conclusion
The number of banks has declined sharply over the past 30 years,
due in part to voluntary mergers between unaffiliated banks. In fact,
voluntary mergers have been the primary factor in the decline since
the end of the 2007-09 recession. This article analyzes the mergers of
community banks over the past four years and finds they are consistent
with the goals of achieving greater economies of scale and improving
efficiencies. Acquired banks tend to be smaller and have a lower return
on assets, lower net interest income, and higher non-interest expenses
than non-acquired banks. Acquired banks may be less profitable be-
cause they tend to have lower loan and higher cash and deposit shares.
In addition, the condition of acquired banks tends to be worse than
their industry peers in terms of capital, supervisory examination rat-
ings, and problem loans and assets. Among the characteristics that dif-
ferentiate acquired banks, statistical analysis suggests profitability and
efficiency are the most important factors.
The results suggest that mergers on average result in more efficient
banks and a sounder banking system, which should lead to greater ac-
cess to credit at lower cost and thus be beneficial for local communities.
However, the benefits of mergers can be offset if mergers make local
banking markets less competitive and reduce the communities’ access
to banking services and credit. Although federal banking regulatory
agencies monitor mergers and do not approve those that are expected
to result in uncompetitive banking markets, more research is needed to
determine the net effect of bank mergers on local communities.
46 FEDERAL RESERVE BANK OF KANSAS CITY
Appendix
Data Description
The article focuses on unaffiliated bank mergers that occurred be-
tween 2011 and 2014 involving acquisitions of community banks,
defined as banks with assets of $1 billion or less. The data consist of
25 variables from Call Reports, the Federal Reserve System’s database
of changes in bank control, and confidential supervisory examination
ratings. To eliminate outliers, banks with ROA greater than the 99.5
percentile or less than the 0.5 percentile are excluded from the analysis.
For mergers that involve bank holding companies (BHCs), unaf-
filiated bank mergers are defined as acquisitions that occur between
banks not part of the same bank holding company (BHC). When
BHCs merge, however, the banks are often not simultaneously merged.
BHCs may delay bank mergers, for example, to determine the best
way to consolidate operations and information technology systems or
make personnel changes. For such mergers, the merger of the subsidiary
banks is considered unaffiliated if it occurs within one year of the BHC
merger. The one-year cutoff was chosen to ensure that banks merged in
such a manner are not improperly classified as consolidations of banks
part of the same BHC. The distinction between unaffiliated mergers
and consolidations is important because the reasons driving these two
events very likely differ. Including consolidations with unaffiliated
mergers in the analysis could bias the results.
ECONOMIC REVIEW • FIRST QUARTER 2015 47
Endnotes
1
Other factors affect the change in the number of banks from year to year,
the most important of which is newly chartered banks (referred to as de novo
banks). Other than the crisis periods of the late 1980s, early 1990s, and 2007-09,
the decline in the number of banks is almost entirely due to mergers of affiliated
or unaffiliated banks, partially offset by de novo banks. For example, from 1995
to 2007, about 5,200 mergers were partially offset by about 2,000 de novos and
only 47 bank failures.
2
These numbers include mergers of affiliated and unaffiliated banks because
both types of mergers reduce the number of banks. However, mergers of affiliated
banks have declined sharply in recent years because most geographic restrictions
were eliminated by the mid-1990s. As a result, the vast majority of mergers are
between unaffiliated banks.
3
DeYoung and others provide an extensive review of the merger and acquisi-
tion literature. In addition to business motives for mergers, private motives can
also play an important role in a banker’s decision to sell. For example, community
banks are often family-owned and may lack successors or be located in declining
rural markets that can become “overbanked.” Alternatively, some owners start
banks with the goal of quickly selling them to a larger institution, rather than
operating them independently on a long-term basis. Although this latter example
may sound like a business motive, it is primarily driven by the owner’s private
motive to cash out as quickly as possible.
4
Hannan and Piloff show that banks are more likely to be acquired as their
profitability declines and their inefficiency rises. Jagtiani shows acquirers tended
to be more efficient and better managed than the targets. Wheelock and Wilson
also find that increased inefficiency or decreased profitability lead to a greater
probability of being acquired.
5
For relatively small community banks, specializing in a business activity or
location may allow them to diversify the idiosyncratic risk in their loan portfolios
by reducing exposure to individual loans.
6
Cornett and others show significant increases in earnings in acquiring banks
following a merger, particularly when mergers result in focusing activities or geo-
graphical reach, as opposed to diversifying.
7
During the crisis, many community banks failed because they had expanded
lending into out-of-territory areas where they had little understanding of the mar-
kets and associated risks. Since the crisis, one of the risks that has become more
prevalent is strategic risk, which includes the risk of banks expanding into new
business lines without sufficient expertise.
8
A CAMELS rating of 3 means a bank’s condition is less than satisfactory.
The mean is used instead of the median because the discrete nature of the rating
system leads to all of the medians being 2, which is not surprising since a 2 rating
is near the middle of the range and not less than satisfactory.
48 FEDERAL RESERVE BANK OF KANSAS CITY
9
While Cyree’s analysis uses core deposits, the trend for core deposits and
total deposits is similar for our sample over the period analyzed.
10
The full data set described in the Appendix has 25 variables. However, the
data set used to conduct the classification tree analysis excludes the CAMELS rat-
ing and thus has only 24 variables. The CAMELS rating was excluded because,
as a supervisory measure of a bank’s overall condition, it reflects many of a bank’s
underlying characteristics, such as its balance sheet and condition variables. As
a result, if the classification tree were to split on the CAMELS rating, especially
at the first level, it would mask the underlying differences between acquired and
non-acquired banks.
11
Probit regression is a regression technique used when the dependent vari-
able is a discrete “yes or no” variable, such as whether a bank is acquired or not, as
opposed to a continuous variable.
12
In Chart 6, the coefficient on efficiency is set to zero because it was insig-
nificant. Alternatively, setting efficiency to the sample average for each cohort and
using the estimated coefficients does not materially change the results.
ECONOMIC REVIEW • FIRST QUARTER 2015 49
References
Cornett, Marcia Millon, Jamie John McNutt, and Hassan Tehranian. 2006. “Per-
formance Changes around Bank Mergers: Revenue Enhancements versus
Cost Reductions,” Journal of Money, Credit and Banking, vol. 38, no. 4, pp.
1013-1050.
Cyree, Ken B. 2010. “What Do Bank Acquirers Value in Non-Public Bank Merg-
ers and Acquisitions?” The Quarterly Review of Economics and Finance, vol.
50, no. 3, pp. 341-351.
DeYoung, Robert, Douglas D. Evanoff, and Philip Molyneux. 2009. “Mergers
and Acquisitions of Financial Institutions: A Review of the Post-2000 Litera-
ture,” Journal of Financial Services Research, vol. 36, no. 2, pp. 87-110.
Hannan, Timothy H., and Steven J. Pilloff. 2009. “Acquisition Targets and Mo-
tives in the Banking Industry,” Journal of Money, Credit and Banking, vol. 41,
no. 6, pp. 1167-1187.
Jagtiani, Julapa. 2008. “Understanding the Effects of the Merger Boom on Com-
munity Banks,” Federal Reserve Bank of Kansas City, Economic Review, vol.
93, no. 2, pp. 29-48.
Wheelock, David C., and Paul W. Wilson. 2000. “Why Do Banks Disappear?
The Determinants of U.S. Bank Failures and Acquisitions,” The Review of
Economics and Statistics, vol. 82, no. 1, pp.127-138.